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HomeMy WebLinkAbout09-20 Resolution No. 09-20 RESOLUTION AUTHORIZING EXECUTION OF A PURCHASE OF SERVICE AGREEMENT WITH THE ELGIN AREA CHAMBER OF COMMERCE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that Olufemi Folarin,City Manager,and Diane Robertson,City Clerk,be and are hereby authorized and directed to execute a Purchase of Service Agreement on behalf of the City of Elgin with the Elgin Area Chamber of Commerce for economic development activity,a copy of which is attached hereto and made a part hereof by reference. s/Ed Schock Ed Schock, Mayor Presented: February 11, 2009 Adopted: February 11, 2009 Omnibus Vote: Yeas: 5 Nays: 0 Attest: s/Diane Robertson Diane Robertson, City Clerk PURCHASE OF SERVICE AGREEMENT THIS AGREEMENT is made and entered into this ,A day of ,�o..wo'2009, by and between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as the "City"),and Elgin Area Chamber of Commerce,a not-for-profit corporation organized and existing under the laws of the State of Illinois (hereinafter referred to as the"Service Provider"). WHEREAS,the City has determined that it would serve a beneficial public purpose to enter into an agreement with the Service Provider for the Service Provider to provide certain contract services as described in this agreement; and WHEREAS, the Service Provider represents that it has the necessary expertise and experience to furnish the Subject Services upon the terms and conditions set forth in this agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby acknowledged,the parties hereto hereby agree as follows: 1. The Service Provider shall provide all of the services pursuant to the terms and conditions and on the dates and times as described in the document entitled(Elgin Area Chamber of Commerce) Scope of Services for 2009 Purchase of Service Agreement,attached hereto as Exhibit A and made a part hereof (such services including the terms, conditions, dates and times are hereinafter referred to as the"Subject Services"). In the event of any conflict between the provisions of this agreement and the provisions in Exhibit A, the provisions of this agreement shall control. The Service Provider represents and warrants that the Service Provider has the skills and knowledge necessary to conduct the Subject Services provided for in Exhibit A and that the Subject Services set forth in Exhibit A are integral parts of this agreement and may not be modified,amended or altered except by a written amendment to this agreement agreed to and executed by both parties hereto. 2. The Service Provider shall address all inquiries and requests made pursuant to this agreement to the Assistant City Manager of the City or his designee. 3. In connection with the Subject Services to be performed on other than City properties, the Service Provider warrants and agrees to maintain all facilities and equipment used in the performing of the Subject Services in a clean, sanitary and safe condition and free from defects of every kind whatsoever. Service Provider agrees and warrants that the Service Provider will periodically inspect all of such facilities and equipment for such purposes. Service Provider also warrants that the Service Provider and the Service Provider's facilities and equipment used in the performing of the Subject Services are not now, nor shall be during the term of this agreement in violation of any health,building, fire or zoning code or regulation or other applicable requirements of law. In connection with the Subj ect Services on properties owned or controlled by the City,Service Provider agrees and warrants to use,and to cause persons participating in the Subject Services to use, through proper supervision and control, all facilities with due care, and to report all defects in or damage to any such facilities, and the cause thereof, if known, immediately to the Assistant City Manager of the City. 4. The City shall reimburse the Service Provider for the Subject Services under this agreement the total amount of One Hundred and Twenty Four Thousand Five Hundred and Seventy Five Dollars ($124,575). Such payment by the City to the Service Provider shall be made in four installments of Thirty One Thousand One Hundred and Forty Three Dollars and Seventy Five Cents ($31,143.75).The second aforementioned installment payment shall be made on or before April 1, 2009. The third installment shall be made by July 1,2009. The fourth installment shall be made by October 1,2009. However,the fourth installment payment shall not be made prior to 30 days after the Chamber's submission of the budget document and audited financial statement documents referred to in paragraph 6 of this agreement. 5. The Service Provider shall apply the monies to be paid by the City to the Service Provider pursuant to the proceeding paragraph hereof solely to operating expenses such as staff salary and benefits, meeting expenses, and expenses associated with the Subject Services to be provided by the Service Provider pursuant to this agreement. 6. The Service Provider shall complete, maintain and submit to the Assistant City Manager of the City, or his designee, any and all records,reports and forms relating to the Subject Services in this agreement as requested by the City. Without limiting the foregoing, the parties further agree as follows: A. The Service Provider shall provide a budget to the City which shall reflect the projected distribution of funds received from the City pursuant to this agreement during the term of this agreement. The budget shall be submitted to the Assistant City Manager of the City prior to any payment by the City. B. The Service Provider shall provide written performance reports detailing the disbursements of the monies to be paid by the City to the Service Provider pursuant to this agreement. The reports shall be provided to the City quarterly on March 31, 2009; June 30, 2009; September 30, 2009; and December 31, 2009. C. The City has the right to review all accounting records of the Service Provider related to the use of the monies to be paid by the City to the Service Provider pursuant to this agreement upon 72 hours advance notice from the City to the Service Provider. D. The Service Provider shall have an audit performed on its financial statements for the year ending December 31,2008. The audit must be performed by an independent certified public accountant recognized in good standing by the American Institute of Certified Public Accountants and licensed in the State of Illinois.The Service Provider shall provide the City with two copies of the said audited financial statement along with the management letter and any other -2- correspondence related to internal control matters on or before July 15, 2009. These statements shall be submitted to the Assistant City Manager at City Hall, 150 Dexter Court,Elgin, Illinois 60120-5555. 7. In the event this agreement is terminated, or in the event the Subject Services for which the City funds provided herein are to be applied are discontinued, or the Service Provider ceases its operations prior to December 31,2009,the Service Provider shall refund to the City on a prorated per diem basis the funds paid hereunder for the portion of the year remaining after any such termination or for the portion of the year the Subject Services were not conducted. 8. Service Provider agrees and warrants that notwithstanding any other provision of this Agreement that in connection with the performance and/or providing of the Subject Services in this Agreement that the Service Provider shall comply with all applicable federal, state, city and other requirements of law,including,but not limited to,any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Service Provider hereby certifies, represents and warrants to the City that all of the Service Provider's employees and/or agents who will be performing and/or providing the Subject Services with respect to this Agreement shall be legal residents of the United States. Service Provider shall also at its expense secure all permits and licenses,pay all charges and fees and give all notices necessary and incident to the due and lawful performance of the Subject Services to be provided for in this Agreement. Service Provider shall also perform and provide the Subject Services with due care. The City shall have the right to audit any records in the possession of control of the Service Provider to determine the Service Provider's compliance with the provisions of this section. In the event the City proceeds with such an audit,the Service Provider shall make available to the City the Service Provider's relevant records at no cost to the City. 9. The City of Elgin shall be recognized as a sponsor of the Service Provider and shall receive the benefits of sponsorship consistent with the level of support provided in this agreement. At a minimum,the City's support shall be acknowledged on all print materials promoting the Service Provider's organization,press releases,radio advertising,web page information and event program(s) through the following mandatory funding identification statement: "Funding for the organization is provided in part through the City of Elgin". Three samples of this acknowledgement shall be provided to the City. A logo provided by the City to the Service Provider shall be used for this purpose. 10. In all printed materials in which a City seal or logo is deemed appropriate, approval by the Public Information Officer of the City is required prior to printing. 11. The term of this agreement shall commence from the date of the execution hereof and continue through December 31, 2009. 12. This agreement shall not be construed so as to create a partnership,joint venture, employment or other agency relationship between the parties hereto. Service Provider understands and agrees that the relationship of the Service Provider to the City arising out of this agreement shall -3- be that of an independent contractor. It is expressly agreed and understood that the Service Provider and the Service Provider's officers,employees and agents are not employees of the City and are not entitled to any benefits or insurance provided to employees of the City. 13. If either party violates or breaches any term of this agreement, such violation or breach shall be deemed to constitute a default,and the other party has the right to seek administrative contractual or legal remedies as may be suitable to the violation or breach; and,in addition,if either party by reason of any default,fails to within fifteen(15)days after notice thereof by the other party to comply with the conditions of the agreement, the other party may terminate this agreement. Notwithstanding the foregoing,or anything else to the contrary in this agreement,no action shall be commenced by the Service Provider against the City for monetary damages. In the event any legal action is brought by the City for the enforcement of any of the obligations of the Service Provider in this agreement and the City is the prevailing party in such action, the City shall also be entitled to recover from the Service Provider reasonable interest and reasonable attorney's fees. 14. Notwithstanding any other provision hereof,the City may terminate this agreement at any time upon thirty (30) days prior written notice to the Service Provider. In the event this agreement is so terminated,the Service Provider shall be paid for services actually performed, and reimbursable expenses actually incurred prior to termination,except that reimbursement shall not in any event exceed the total amount set forth under paragraph 4 above. Additionally,in the event this agreement is so terminated, the Service Provider shall immediately cease the expenditure of any funds paid to the Service Provider by the City and shall refund to the City any unearned or unexpended funds. 15. To the fullest extent permitted by law,Service Provider agrees to indemnify,defend and hold harmless the City,its officers,employees,agents,boards and commissions from and against any and all claims,suits,judgments,costs,attorney's fees,damages or other relief,including but not limited to worker's compensation claims, in any way resulting from or arising out of negligent actions or omissions of the Service Provider in connection herewith, including negligence or omissions or agents of the Service Provider arising out of the performance of this agreement and/or the Subject Services. In the event of any action against the City, its officers,employees, agents, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this paragraph shall survive any expiration and/or termination of this agreement. 16. The Service Provider shall provide,pay for and maintain in effect,during the term of this agreement, comprehensive automobile liability insurance covering all owned, non-owned and hired motor vehicles used in connection with the Subject Services with limits of not less than $500,000 per occurrence for damages to persons or property. The Service Provider shall also provide,pay for and maintain in effect, during the term of this agreement, worker's compensation insurance in amounts required under the laws of the State of Illinois. At the request of the City the Service Provider shall provide to the City certificates of insurance regarding the insurance required in this paragraph. -4- 17. No official, director, officer, agent or employee of the City shall be charged personally or held contractually liable under any term or provision of this Agreement or because of their execution, approval or attempted execution of this Agreement. 18. In all hiring or employment made possible or resulting from this Agreement, there shall be no discrimination against any employee or applicant for employment because of sex, age, race,color,creed,national origin,marital status,of the presence of any sensory,mental or physical handicap,unless based upon a bona fide occupational qualification,and this requirement shall apply to,but not be limited to,the following: employment advertising,layoff or termination,rates of pay or other forms of compensation and selection for training, including apprenticeship. 19. No person shall be denied or subjected to discrimination in receipt of the benefit of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race,color,creed,national origin,age except minimum age and retirement provisions,marital status or the presence of any sensory,mental or physical handicap. Any violation of this provision shall be considered a violation of a material provision of this Agreement and shall be grounds for cancellation, termination or suspension, in whole or in part, of the Agreement by the City. 20. The parties intend and agreed that,if any paragraph,sub-paragraph,phrase,clause or other provision of this Agreement, or any portion thereof, shall be held to be void or otherwise unenforceable, all other portions of this Agreement shall remain in full force and effect. 21. This Agreement and its exhibits constitutes the entire Agreement of the parties on the subject matter hereof and may not be changed,modified, discharged or extended except by written amendment duly executed by the parties. Each party agrees that no representations or warranties shall be binding upon the other party unless expressed in writing herein or in a duly executed amendment hereof. 22. This Agreement shall be deemed to have been made in, and shall be construed in accordance with the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this agreement shall be in the Circuit Court of Kane County, Illinois. 23. The Service Provider certifies hereby that it is not barred from bidding on a public contact as a result of a violation of 720 ILCS 5/33E et seq. or any similar state or federal statute regarding bid rigging. 24. As a condition of this contract, the Service Provider shall have written sexual harassment policies that include, at a minimum, the following information: A. the illegality of sexual harassment; B. the definition of sexual harassment under state law; C. a description of sexual harassment,utilizing examples; D. the vendor's internal complaint process including penalties; E. the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights, and the Illinois Human Rights Commission; F. directions on how to contact the department and commission; -5- G.protection against retaliation as provided by Section 6-101 of the Human Rights Act. A copy of the policies must be provided to the Department of Human Rights upon request(775 ILCS 5/2-105). 25. All notices,reports and documents required under this Agreement shall be in writing and shall be mailed by First Class Mail,postage prepaid, addressed as follows: As to the City: As to Service Provider: City ofEgi lElgin Area Chamber of Commerce 150 Dexter Court 31 S. Grove Avenue Elgin, IL 60120-5555 Elgin, Illinois 60120 Attention: Sean Stegall Attention: Leo Nelson Assistant City Manager With a copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin,IL 60120-5555 26. This agreement is and shall be deemed to construe to be a joint and collective work product of the City and the Service Provider and, as such, this agreement shall not be construed against the other party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, of the terms and provisions contained herein. 27. This agreement shall be binding on the parties hereto and their respective successors and permitted assigns. This agreement and the obligations herein may not be assigned by the Service Provider without the express written consent of the City which consent may be withheld at the sole discretion of the City. IN WITNESS WHEREOF,the undersigned have entered into executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal Elgin Area Chamber of o erce corpo i on By: S I By: ity v4 artager ' Leo Nelson Attest: City Clerk F:\Legal Dept\Agreement\PSA-DRAFT FORM 2-08 WAC.doc -6- Exhibit A Elgin Area Chamber of Commerce Scope of Services 2009 The Chamber shall continue to foster economic development in Elgin, through the five key initiatives of the Challenge 21 program. The key initiatives, affirmed by focus groups and surveys, are: retaining and expanding businesses; recruiting new businesses, including retail development; building a skilled workforce; promoting Elgin's positive aspects and quality of life and striving for well planned and balanced growth, including efficient transportation networks. Each of the initiatives for 2009 will be spearheaded by a specific committee. Business Retention and Expansion • Conduct a minimum of 25 business retention surveys. Analyze the results of the surveys and take follow-up action as necessary. Provide data base to the City on survey results. • Arrange no less than 3 Business Round Tables for Elgin businesses. • Continue to encourage exporting and trade as a way of expanding business. Business Recruitment • A representative of the Chamber will attend the winter and fall trade shows of the International Council of Shopping Centers (ICSC). • Continue to assist City staff with retail, commercial and industrial recruitment. • Respond to inquiries from the State of Illinois regarding development projects as appropriate. • Work with the City to identify future industrial/office parks. Workforce Development • Continue to promote workforce development as a critical factor in the recruitment and expansion of business. • Co-ordinate with government agencies on employment issues. • Connect business with the educational system to provide the appropriate skills and training for today's labor force. • Co-sponsor with Elgin Community College the annual Business and Industry Resource Conference (formerly Manufacturers' Resource Conference). • Continue implementation of the WorkKeys® certification program. School District U-46's goal for 2009 is to issue 500 Certificates of Readiness. • Continue to monitor the City's unemployment rate and related issues. Enhancing Elgin • Work in conjunction with the City to move Enhancing Elgin to the next phase - a branding initiative for the City of Elgin. Transportation and Development • Coordinate transportation planning and projects with City, County and State agencies. • Work with utilities to ensure service to growth areas. 1 The Economic Development Council (EDC) consisting of the chairs of the committees listed above will be responsible for co-ordination of the 5 key economic development initiatives. The EDC shall meet quarterly and include representation from the City, the Elgin Area Convention and Visitors' Bureau, and the Downtown Neighborhood Association. From time-to-time, the EDC will review the committee structure to determine if changes are needed to better meet economic development goals. Major partners in the economic development program will meet quarterly as the Leadership Circle (formerly the Economic Development Advisory Committee). The Leadership Circle consists of major business investors in Challenge 21 as well as City elected officers and staff and educational leaders. The Mayor of Elgin will have the opportunity to address the Leadership Circle at each of the meetings. Other Economic Development (ED) activities and reports not specified under the above mentioned committees. The Chamber shall: • Continue to collaborate with the City of Elgin to develop a strategy for attracting desirable retail businesses to the Randall Road Corridor. This includes, but is not limited to, reviewing current marketing data and actively marketing the Randall Road Corridor to various corporate retail representatives. • Continue to respond to prospective and existing business inquiries on a daily basis, providing available data, information and technical advice regarding business growth and development. • Maintain data as available on the Elgin market to address prospect requests. Information is maintained on demographics, wage, salary and benefit information, labor information and other data gathering as available. • Provide additional support to the City staff, including attendance at Development Review Team meetings. • Provide monthly and quarterly ED reports, as needed, to City representatives and an annual report to the City Council. • Maintain relationship with the Workforce Investment Board (WIB). • Continue to facilitate the workforce and training requests made by new and existing Elgin employers. • Continue liaison with economic development officials at Kane County and Illinois Department of Commerce and Economic Opportunity (DCEO). • As needed in co-operation with the City of Elgin, prepare and conduct the annual economic development sessions of the Elgin Area Leadership Academy. • Other duties as circumstances require. The Chamber shall facilitate the activities and meetings of the Economic Development Council (EDC) and the Challenge 21 Leadership Circle. This Scope of Services, as well as the Challenge 21 economic development program, is predicated on the 2009 Chamber budget provided as Attachment A. 2 The Chamber shall also provide the following to the City: • Four no-charge seatings for City representatives at each Chamber breakfast and luncheon meeting held during 2009. • Acknowledgement of the City as a key sponsor for the following events: Hablamos Espanol Expo, Chamber Golf Outing, Chamber Annual Dinner, as well as any special economic development event sponsored by the Chamber during 2009. • Attendance by one Chamber representative at the winter and fall ICSC meetings in Chicago. • One thousand copies of the Chamber map, when published. • 2009 Chamber Golf Outing shall be held at the Highlands of Elgin Golf Course. • Whenever possible, City of Elgin facilities shall be given first consideration as locations for Chamber events and functions. • Funding for the Enhancing Elgin Program shall be considered under a separate contract between the Chamber and the City. • One table of 8 at the Chamber's Annual Meeting. for distribution by the City to all Elgin households. ) 1a21\a1 3 *1 a: -, January 22, 2009 - � NORTHWEST TO: Mayor and Members of the City Council FROM: Olufemi Folarin, City Manager Raymond H. Moller, Director of Economic Development and Business Services SUBJECT: Elgin Area Chamber of Commerce Purchase of Service Agreement for 2009 PURPOSE The purpose of this memorandum is to provide the Mayor and members of the City Council with information to consider a Purchase of Service Agreement with the Elgin Area Chamber of Commerce for 2009. RECOMMENDATION It is recommended that the City Council approve the Purchase of Service Agreement (PSA) with the Elgin Area Chamber of Commerce in the amount of$124,575. BACKGROUND The Elgin Area Chamber of Commerce (Chamber) was chartered in 1908 as the Elgin Commercial Club. Since that time, the Chamber has served the Community with the mission to be "the collective voice of commerce" as it "maintains and improves the economic environment, and provides leadership for improving the quality of life in the Elgin area". The Chamber has a professional staff of 7.5 employees. The adopted 2009 budget for the Elgin Area chamber is $764,825. The City provides direct financial support for economic development activities of the Chamber. The Chamber continues to be a vital partner in local economic growth through efforts to retain and expand existing businesses and attract new businesses to the area. Within the 2008 budget, $155,000 was earmarked for the Chamber to serve as a partner with the City in addressing Elgin's economic development needs and $70,000 was directed to the Enhancing Elgin Program. Elgin Area Chamber of Commerce Purchase of Service Agreement 2009 January 22, 2009 Page 2 In 2009, the Chamber, working with City staff, proposes that the recommended funding be utilized to support the following programs: 1. Business Retention and Expansion Efforts The Chamber will staff the Business Retention Committee and continue the strategy of focusing on specific businesses and industries where retention efforts will likely be most productive. 2. Workforce Development Initiative Workforce development initiatives, including labor market analysis, wage and benefit survey, continued implementation of the Workkeys program and maintaining the Workforce Development Committee to oversee and coordinate program efforts with other workforce development agencies, such as U-46, Elgin Community College, the Illinois Department of Employment Security, Kane County, and Judson University. 3. Enhancing Elgin Work in conjunction with the City to move Enhancing Elgin to the next phase — a branding initiative for the City of Elgin. 4. Transportation and Development Examine new development areas within the eastern and western boundaries of the City. The role of the committee is to work with both the City and County to project commercial and industrial growth areas so that transportation and other infrastructure issues can be addressed. 5. Business Recruitment Continue working cooperatively with the City and with prospective retail, commercial and industrial businesses that are interested in relocating to Elgin. As business locations within Elgin turn over, the Chamber will work with property owners and the City to develop options for re-use or redevelopment of the site. 6. Other Economic Development Activities a. Respond to daily information requests b. Maintain a relationship with the Workforce Investment Board. c. Continue to facilitate the workforce and training requests made by new and existing businesses d. Regularly meet with City of Elgin staff e. Provide monthly and quarterly reports to City Council f. Maintain data as available on Elgin to address prospect requests. Information will be maintained on demographics, wages, salary and benefit information, labor information and other data gathering as available. Elgin Area Chamber of Commerce Purchase of Service Agreement 2009 January 22, 2009 Page 3 g. Interact with the Kane County Economic Development Advisory Commissions, Illinois Department of Commerce and Economic Opportunity, and other economic development groups and agencies h. Coordinate the activities of the Chamber Economic Development staff The Chamber shall also provide the following to the City: a. Four no charge seating's for City Staff at each Chamber (Roundtables, quarterly EDAC meetings and Good Morning Elgin) breakfast and luncheon meetings held during 2009 b. Acknowledgement of the City as a key sponsor for the following events: Hablamos Espanola, Chamber Golf Outing, Chamber Annual Dinner, as well as any special economic development event sponsored by the Chamber during 2009 c. One table for eight(8) at the Chamber Annual Dinner d. Attendance by one Chamber representative at the fall and winter meetings of the International Council of Shopping Centers Programs in Chicago e. One thousand copies of the Chamber map f. 2009 Chamber Golf Outing shall be held at the Highlands of Elgin Golf Course g. Whenever possible, City of Elgin facilities shall be given first consideration as locations for Chamber events and functions h. Funding for Enhancing Elgin Program shall be considered under a separate contract between the Chamber and City A PSA has been drafted by the Chamber President and City staff for City Council consideration. The agreement is designed to establish the public purpose for City support and serve as a mechanism for accountability of the Chamber and the Economic Development Council for the use of public funds. The Chamber has met all the requirements of the 2008 Purchase of Service Agreement. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED None I FINANCIAL IMPACT The cost of the agreement with the Chamber will total $125,575. There are funds budgeted ($120,350) and available ($120,350) in the Riverboat Fund, Account number 275-0000-791.80- 02 to partially fund this agreement. A budget transfer of$4,225 from Riverboat Fund 275-0000- 791.80-27, Economic Development Incentives will be required to fully fund this project. Currently $4,482,610 is budgeted with $4,472,423 available in this account. Elgin Area Chamber of Commerce Purchase of Service Agreement 2009 January 22, 2009 Page 4 LEGAL IMPACT None ALTERNATIVES 1. The City Council may choose to approve the Purchase of Service Agreement with the Elgin Area Chamber of Commerce as drafted in the amount of$124,575. 2. The City Council may choose not to provide support to the Elgin Area Chamber of Commerce. Respectfully submitted for Council consideration. RHM/jr Attachment • c..(OF Et.Ci ti Memorandum City of Elgin Date: February 16, 2009 To: Ray Moller, Economic Development and Business Services Director From: Jennifer Quinton, Deputy City Clerk Subject: Resolution No. 09-20, Regarding the agreement with the Elgin Area Chamber of Commerce Enclosed please find the above referenced agreement. Please distribute to the appropriate parties and if needed, retain a copy for your records. If you have any questions please feel free to contact our office 847-931-5660 and we will do our best to assist you. Thank you.